exv10w5






Exhibit 10.5




RETIREMENT, RELEASE AND CONSULTING SERVICES AGREEMENT




     WHEREAS, Ronald W. Bopp (“Bopp”) is currently employed by CPNO Services, L.P. (“CPNO”) as
Senior Vice President, Corporate Development;



     WHEREAS, Bopp desires to retire and therefore resign as Senior Vice President, Corporate
Development of CPNO and Copano Energy, L.L.C. (“Copano”) and certain of its subsidiaries and to
terminate his employment with CPNO effective May 31, 2008;



     WHEREAS, Copano and Bopp are parties to an offer letter dated April 15, 2005 (the “Offer
Letter”) pusuant to which Bopp and Copano agreed to the terms and conditions of Bopp’s employment
with CPNO;



     WHEREAS, CPNO wishes to engage Bopp as a Senior Advisor to provide advisory and consulting
services to CPNO and its affiliates, including but not limited to Copano and its subsidiaries
(collectively, the “Service Recipients”);



     WHEREAS, CPNO wishes to enter into this Agreement with Bopp as a Senior Advisor to provide
advisory and consulting services to CPNO and its affiliates, including but not limited to Copano
and its subsidiaries (collectively, the “Service Recipients”) as consideration (along with other
valuable consideration identified below) for a release and waiver of all claims by Bopp, for Bopp’s
acknowledgment and agreement with respect to Confidential Information as set forth herein, and for
Bopp’s agreement not to compete with any Service Recipient during the time that this Agreement is
in effect or for a one-year period following his resignation from employment, whichever is longer;
and



     WHEREAS, Bopp acknowledges that as a Senior Advisor and consultant and a former employee he
will continue to be bound by certain of Copano’s employment practices policies and to the terms of
Copano’s Code of Business Conduct and Ethics (the “Code”);



     NOW THEREFORE, CPNO and Bopp enter into this Retirement, Release and Consulting Services
Agreement (“Agreement”) and agree as follows:


1. Termination of Employment; Lump-Sum Payment. Bopp will resign as Senior Vice President,
Corporate Development and his employment with CPNO will terminate effective May 31, 2008. In
addition to any amounts owed to him by CPNO for unpaid salary through the date of his resignation,
CPNO will make to Bopp a lump-sum payment in the amount of $25,000 (Twenty-Five Thousand Dollars
and No Cents), minus applicable taxes and withholdings, which is an amount above and beyond what he
is entitled to receive upon his resignation. Bopp acknowledges and agrees that this lump-sum
payment is good and valuable consideration for all the promises made by him in this Agreement.



2. Release and Waiver of Claims. CPNO is making the payments hereunder and
providing Bopp with the other valuable consideration identified in Paragraph 1 and acknowledged by
Bopp hereby in consideration of Bopp’s acknowledgement and agreement with respect to Confidential
Information (defined below); Bopp’s agreement


 









 






not to compete with any Service Recipient during the
time that this Agreement is in effect or for a one-year period following his resignation from
employment, whichever is longer; and Bopp’s acknowledgement and agreement (on behalf of himself,
his affiliates, heirs, agents, and assigns) that he knowingly, voluntarily and irrevocably releases
CPNO and Copano and all of their affiliated entities and personnel, including but not limited to
their respective past, present and future directors, managers, officers, agents and employees
(collectively, the “Released Parties”) from any and all claims, rights, actions, causes of action,
demands, suits, agreements, obligations or liabilities of whatever kind or nature, known or
unknown, liquidated or non-liquidated, contingent or absolute, arising out of federal, state, local
or at common law, which Bopp ever had, now has or may have against the Released Parties, arising
out of or relating in any way to Bopp’s employment with, previous work for, or separation from,
CPNO, or any of the Released Parties.




     Without limitation, this release and waiver of claims includes (i) all claims under Title VII
of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Employee Retirement Security Act
of 1974; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment
Act; the Older Workers Benefit Protection Act; the Americans with Disabilities Act; the Family and
Medical Leave Act; the Labor Management Relations Act; the Texas Commission on Human Rights Act;
the Texas Workers’ Compensation Act; the Texas Labor Code; any other relevant state law; the
Occupational Safety and Health Act; (ii) all other federal, state or local constitutional,
statutory or common law claims or actions that are permitted to be waived in this context and that
in any way refer to or arise out of Bopp’s employment with, previous work for, or separation from
CPNO or any of the Released Parties; (iii) all claims of breach of contract, sounding in tort, or
of wrongful discharge; and (iv) all claims to any compensation, including but not limited to any
rights to any salary, bonus, or severance payments.



     By signing this Agreement, Bopp expressly agrees and understands that he is giving to the
Released Parties a general release and waiver of any and all such claims that Bopp may have against
any of the Released Parties.


3. No Suits or Proceedings. Bopp agrees not to file any suit or institute any other type of
proceeding against the Released Parties in any local, state or federal court or agency under these
or any other laws or applicable regulations, arising out of or relating in any way to Bopp’s
employment with, previous work for, or separation from CPNO or any of the Released Parties.



4. Representation Regarding Proceedings. Bopp represents and warrants that he has not made,
filed or lodged any complaints, charges, or lawsuits or otherwise directly or indirectly commenced
any proceeding against the Released Parties with any governmental agency, department, or official,
any regulatory authority, or any court, other tribunal, or other dispute resolution body. Bopp
further represents and warrants that he has not previously assigned or transferred to any other
person or entity any claims or
rights that are the subject of the waivers and releases contained in this Agreement.



5. Time in Which to Consider Agreement; Revocation of Agreement. Bopp


 









 






acknowledges and
understands that he has twenty-one (21) calendar days to consider this Agreement prior to signing
it. Bopp further acknowledges that he has seven (7) calendar days following delivery of the fully
signed Agreement to revoke or rescind the Agreement, and further acknowledges and understands that
the Agreement will not be effective or enforceable until such seven (7) day period has expired and
Bopp has not revoked the Agreement during such period.



6. Confidential Information. Bopp acknowledges that during the course of his employment and
during the term of the Agreement, Bopp has had and will have access to highly confidential
information about the Released Parties’ business, including but not limited to (i) information and
records about customers, partners, business methods or practices, (ii) finances, (iii) accounting,
(iv) pricing or pricing strategies, (v) contracts, (vi) vendors, (vii) computer hardware, software,
and operating systems, (viii) training programs and (ix) potential acquisition opportunities of the
Released Parties (collectively “Confidential Information”). Confidential Information shall also
include the terms and existence of this Agreement. Bopp further acknowledges his obligation of
confidentiality under the Code with respect to the Confidential Information of Copano and its
subsidiaries.




     Bopp acknowledges and agrees that all Confidential Information is and shall at all times
remain the property of the Released Parties. Bopp agrees that he will immediately return all
Confidential Information in his possession or control, and will retain no copies thereof (including
electronic copies). Bopp further agrees that he will not, at any time, directly, indirectly, or
otherwise, use, disseminate or disclose any Confidential Information without prior written consent
from CPNO. Bopp also agrees to immediately return to CPNO, in good order and condition, all other
CPNO property of any sort that is in his possession or under his control including, without
limitation, all computers and related hardware and software, mobile telephones, personal digital
assistants, documents (regardless of formats), records, manuals, and any and all property belonging
to CPNO.


7. Covenant not to Compete. In consideration of the various promises made by CPNO, Copano
and the Service Recipients to continue to provide Confidential Information to Bopp in order to
perform his Services (as defined below), Bopp agrees that during the time that this Agreement is in
effect or for a one-year period following his resignation from employment, whichever is longer, he
shall not, directly or indirectly, jointly or individually, through other entities or persons or
either on his own behalf or in the service of others, practice or attempt to compete with any
Service Recipient or work with or for any person or entity that engages in the midstream natural
gas business or that otherwise provides the same services or engages in the same business as any
Service Recipient or any of their subsidiaries in any county or adjacent county in Texas, Oklahoma,
Colorado or Wyoming in which any Service Recipient does or has done business during the term of
Bopp’s employment or during the time that this Agreement is in effect. Bopp agrees that the
provisions of this paragraph are reasonable in time, area, and scope, and that in the event of
Bopp’s breach of this covenant not to compete,
CPNO, Copano and the Service Recipients shall suffer irreparable harm and shall be entitled to
injunctive relief and any other appropriate damages.





 









 








     Acknowledgements. Bopp acknowledges that he was advised to consult an attorney about
the contents and meaning of this Agreement and that Bopp’s decision whether or not to consult an
attorney was made independently by Bopp. Bopp also acknowledges that he has carefully read and
understands all of the provisions of this Agreement, including, without limitation, the waiver and
release provisions contained herein, that this Agreement is made with Bopp’s full knowledge and
consent, that it was not procured by fraud, duress or mistake and that Bopp is not relying upon any
statement or representation of any of the Released Parties except as expressly contained in this
Agreement. Bopp also acknowledges that he is not relying upon any oral or written representations
of the Released Parties in signing this Agreement.



     Bopp acknowledges and agrees that the releases, waivers and covenants contained in this
Agreement shall be and remain in effect even if Bopp later discovers facts relating to the Released
Parties, his employment, or separation from employment that are in addition to or different from
what Bopp knows now. Bopp acknowledges and agrees that the releases and covenants provided in this
Agreement shall be binding, unconditional and final upon the effectiveness of this Agreement.


8. Non-disparagement. Bopp shall at all times conduct himself in a manner that will not in
any way impair, harm or prejudice the name, reputation or business interests of the Service
Recipients and their respective owners, officers, directors, employees, and agents. CPNO and Copano
shall at all times conduct themselves in a manner that will not in any way impair, harm or
prejudice the name, reputation or business interests of Bopp. The parties’ non-disparagement
obligations shall survive the expiration or any termination of this Agreement.



9. Services to be Provided by Bopp. Bopp agrees to provide such advisory and consulting
services and cooperation with respect to services needed from Bopp during the Term (as defined
below) by any Service Recipient (1) to facilitate business continuity from a corporate development
perspective and (2) assist in transferring responsibilities relating to the acquisition process of
the Service Recipients (“Services”). Bopp shall make himself reasonably available to perform
Services requested by the Service Recipients during the Term of the Agreement in an amount no
greater than 20 hours per month. Services will be provided by telephone and electronic mail and, if
necessary, at in-person meetings at a location mutually agreeable and convenient to Bopp and
Service Recipients. Service Recipients will provide Bopp with such access and equipment necessary
to perform the Services hereunder.



10. Compensation for Services. CPNO agrees to compensate Bopp at a rate of $20,333.34 per
month for the Term of this Agreement. The compensation shall be paid to Bopp semi-monthly in
accordance with CPNO’s regular accounts payable practices.



11. Reimbursement for Expenses. CPNO agrees to reimburse Bopp for expenses incurred while
performing the Services, provided that such expenses are incurred at the
request of, and are pre-approved by a Service Recipient. In accordance with Copano’s policy
regarding business expenses, all expenses greater than $50.00 (Fifty Dollars and No Cents) shall be
supported by receipts.




 









 







12. Indemnity. CPNO agrees to indemnify Bopp for any claims, including associated legal
fees and expenses, that may be asserted against Bopp on account of his good-faith execution of the
Services provided pursuant to this Agreement, but only to the extent that such claims do not arise,
directly or indirectly, out of Bopp’s gross negligence or willful misconduct. Bopp agrees to
cooperate fully with CPNO in the defense of any claims for which CPNO is obligated to indemnify
Bopp.



13. Term; Termination. This Agreement shall be effective as of May 31, 2008 and shall
continue until May 30, 2009 unless terminated by either party as the result of a breach of this
Agreement by the other party (the “Term”). In case of such termination, CPNO shall compensate Bopp
for the Services provided before termination of the Agreement.



14. Independent Contractor. Bopp will act as an independent contractor in the performance
of the duties set forth in this Agreement, and shall have no authority to incur any obligations or
liabilities on behalf of the Service Recipients, and shall not be deemed to be an agent of the
Service Recipients. Bopp shall be solely responsible for determining the means and methods for
performing the Services. Neither CPNO nor any other Service Recipient shall have any obligation to
Bopp with respect to retirement benefits, health insurance, life insurance or any other similar
benefits, and Bopp fully waives and releases any claim to benefits from any Service Recipient on
account of the Services. Bopp understands and acknowledges that he is not an employee of CPNO or
any other Service Recipient and that there shall be no employer-employee relationship between CPNO
or any other Service Recipient and Bopp.



15. Standard of Performance. Bopp agrees to perform the Services with that standard of
care, skill and diligence normally provided by a professional person in the performance of similar
services. Any work prepared by Bopp for a Service Recipient shall become the property of the
Service Recipient and shall be provided to such Service Recipient upon termination of this
Agreement. Bopp shall comply with all applicable laws and regulations in performing the Services,
as well as with Copano’s Code of Business Conduct and Ethics and other applicable policies.



16. Taxes. Bopp shall be responsible for any and all taxes that may be imposed upon Bopp as
a result of providing Services hereunder.



17. Governing Law. This Agreement shall be governed by, construed, interpreted and enforced
in accordance with the laws of the State of Texas, without reference to principles of conflicts of
law, as applied to such contracts entered into and wholly performed within such State of Texas. The
parties agree to submit to the jurisdiction of the courts of Harris County, Texas.



18. Miscellaneous. 



(a) This Agreement does not create a joint venture, partnership, or other type of business entity
between any Service Recipient and Bopp.




 









 




(b) Bopp may not assign his rights or obligations hereunder without the prior written consent of
CPNO. This Agreement may be assigned by any Service Recipient to its affiliate or successor.



(c) Bopp shall not represent himself as acting as the agent or representative of any Service
Recipient.



(d) This Agreement represents the entire Agreement between the parties with respect to the
Services, and supersedes all previous agreements between the parties, whether oral or written, with
respect to employment, termination of employment or the Services, including, without limitation,
the Offer Letter. This Agreement may not be modified except by the written agreement of the
parties.




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in one or
more counterparts, attested by the hands of their proper officers duly authorized in that behalf
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	CPNO SERVICES, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CPNO Services GP, L.L.C., general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John R. Eckel, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John R. Eckel, Jr.	 	 
	 

	 	Title:
	 	Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	COPANO ENERGY, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John R. Eckel, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John R. Eckel, Jr.	 	 
	 

	 	Title:
	 	Chairman and Chief Executive Officer	 	 






Accepted and Delivered this 15th day of May, 2008




RONALD W. BOPP




	 	 	 
	/s/ Ronald W. Bopp